-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ff93KbeB45+WVZTM285oqt3ofA5KVhtP8fSmJWeJfDOCnEp+VUFzwgGN0wm/XGRJ 4mIAibudz5rT1weqE/tEMg== 0001209191-04-037100.txt : 20040727 0001209191-04-037100.hdr.sgml : 20040727 20040723114412 ACCESSION NUMBER: 0001209191-04-037100 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040723 FILED AS OF DATE: 20040723 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUXILIUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001182129 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] BUSINESS ADDRESS: STREET 1: 160 WEST GERMANTOWN PIKE STREET 2: SUITE D-5 CITY: NORRISTOWN STATE: PA ZIP: 19401 BUSINESS PHONE: 610-239-8850 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHURCHILL WINSTON J CENTRAL INDEX KEY: 0000923792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50855 FILM NUMBER: 04928201 BUSINESS ADDRESS: STREET 1: 800 THE SAFE GUARD BUILDING CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106958380 MAIL ADDRESS: STREET 1: 800 THE SAFEGUARD BUILDING CITY: WAYNE STATE: PA ZIP: 19087 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2004-07-23 0 0001182129 AUXILIUM PHARMACEUTICALS INC AUXL 0000923792 CHURCHILL WINSTON J C/O SCP PRIVATE EQUITY PARTNERS 1200 LIBERTY RIDGE DRIVE, SUITE 300 WAYNE PA 19087 1 0 1 0 Common Stock 261336 I By SCP Private Equity Partners II, L.P. Common Stock 5263 I By C.I.P. Capital, L.P. Nonqualified Stock Option (Right to Buy) 3.125 2011-12-05 Common Stock 2000 D Nonqualified Stock Option (Right to Buy) 3.75 2003-12-10 2012-12-10 Common Stock 5000 D Nonqualified Stock Option (Right to Buy) 3.75 2004-01-01 2013-01-01 Common Stock 20000 D Nonqualified Stock Option (Right to Buy) 4.50 2013-12-15 Common Stock 5000 D Series A Preferred Stock Common Stock 1666665 I By SCP Private Equity Partners II, L.P. Series B Preferred Stock Common Stock 176977 I By SCP Private Equity Partners II, L.P. Series C Preferred Stock Common Stock 433333 I By SCP Private Equity Partners II, L.P. Series D Preferred Stock Common Stock 438511 I By SCP Private Equity Partners II, L.P. Series B Preferred Stock Warrant (Right to Buy) 1.25 2001-09-20 2008-10-30 Series B Preferred Stock 80000 I By SCP Private Equity Partners II, L.P. Series D Preferred Stock Warrant (Right to Buy) 1.125 2003-10-31 2010-10-30 Series D Preferred Stock 658424 I By SCP Private Equity Partners II, L.P. Series A Preferred Stock Common Stock 87719 I By C.I.P. Capital, L.P. Series C Preferred Stock Common Stock 100000 I By C.I.P. Capital, L.P. Series D Preferred Stock Common Stock 36151 I By C.I.P. Capital, L.P. Series D Preferred Stock Warrant (Right to Buy) 1.125 2003-10-31 2010-10-30 Series D Preferred Stock 54281 I By C.I.P. Capital, L.P. Winston J. Churchill is a managing partner of SCP Private Equity Partners II, L.P. Mr. Churchill disclaims beneficial ownership of all shares held by SCP Private Equity Partners II, L.P., except to the extent of any indirect pecuniary interest therein. Winston J. Churchill is founder and a control person of C.I.P. Capital, L.P. Mr. Churchill disclaims beneficial ownership of all shares held by C.I.P. Capital, L.P., except to the extent of any indirect pecuniary interest therein. This option vested 25% on December 5, 2002 (one year after the date of grant) with the balance vesting in three equal annual installments thereafter. This option vests 100% on December 15, 2004 (one year after the date of grant). These shares are immediately convertible into shares of the Issuer's Common Stock at a ratio of 1 share of Common Stock for 5 shares of Series A Preferred Stock. All of the outstanding shares of the Issuer's Series A Preferred Stock will convert automatically into Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series A Preferred Stock. These shares are immediately convertible into shares of the Issuer's Common Stock at a ratio of 1 share of Common Stock for 5 shares of Series B Preferred Stock. All of the outstanding shares of the Issuer's Series B Preferred Stock will convert automatically into Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series B Preferred Stock. These shares are immediately convertible into shares of the Issuer's Common Stock at a ratio of 1 share of Common Stock for 5 shares of Series C Preferred Stock. All of the outstanding shares of the Issuer's Series C Preferred Stock will convert automatically into Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series C Preferred Stock. These shares are immediately convertible into shares of the Issuer's Common Stock at a ratio of 1 share of Common Stock for 5 shares of Series D Preferred Stock. All of the outstanding shares of the Issuer's Series D Preferred Stock will convert automatically into Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series D Preferred Stock. Upon the closing of the Issuer's initial public offering, this warrant will become a warrant to purchase 16,000 shares of the Issuer's Common Stock at $6.25 per share. Upon the closing of the Issuer's initial public offering, this warrant will become a warrant to purchase 131,684 shares of the Issuer's Common Stock at $5.625 per share. Upon the closing of the Issuer's initial public offering, this warrant will become a warrant to purchase 10,856 shares of the Issuer's Common Stock at $5.625 per share. Jane H. Hollingsworth, as Attorney-in-Fact for Winston J. Churchill 2004-07-23 EX-24.3_50023 2 poa.txt POA DOCUMENT EXHIBIT 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present, that the undersigned hereby makes, constitutes and appoints Jane H. Hollingsworth, Cornelius H. Lansing II, Mark K. Brunhofer, James W. McKenzie, Jr. and Michael N. Peterson, and each of them, each with power to appoint his/her substitute, as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Auxilium Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the foregoing attorneys-in-fact and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Limited Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorneys-in-fact, and each of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of July, 2004. /s/ Winston J. Churchill -----END PRIVACY-ENHANCED MESSAGE-----